The board of directors of Immunovia resolves on a directed and preferential right issue
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR WITHIN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD NOT COMPLY WITH APPLICABLE LAWS AND REGULATIONS. The board of directors of Immunovia resolves on a directed and preferential right issue
- The board of directors (the “Board”) of Immunovia AB (publ) (”Immunovia” or the ”Company”) has today resolved to issue a maximum of 2,181,352 new shares, with deviation from the shareholders preferential right, through which the Company will receive SEK 189,777,624 prior to transaction costs (“Directed Issue”).
- Several large Swedish and international institutions have subscribed for shares in the Directed Issue.
- Today the Board also has resolved to issue a maximum of 329,451 new shares, with preferential rights for the existing shareholders, through which the Company will receive approximately SEK 26.6 million prior to transaction costs, if the issuance is fully subscribed for (the “Rights Issue”).
- The record date will be on 28 September 2016.
- 50 shares entitles to subscription of one (1) new share in the Company.
- The subscription price in the Rights Issue is SEK 87.00, corresponding to the subscription price in the Directed Issue, that is based on the piece determined in the accelerated book building process.
- The subscription period runs from and including 3 October 2016 up to and including 17 October 2016.
- Immunovia intends to use the proceeds, from the Directed Issue and Rights Issue, to amongst other things, facilitate financing of the extended and earlier put activities required to commercialize of IMMrayTMPanCan with in the diabetic group and to achieve a greater geographical market within High risk group 1. A smaller portion of the proceeds (less than 20 per cent) is intended to be used for the purpose to further develop Immunovia’s upcoming test with respect to other cancer forms and for the autoimmune disease Lupus (SLE).
The Board has today, with authorization granted by the annual general meeting on 30 May 2016, resolved to issue a maximum of 2,181,352 shares in the Directed Issue, which will result in a maximum increase of the Company’s share capital of 109,067.60.
Allotment has been made mainly to institutional investors. The subscription price has been determined to SEK 87.00 through a accelerated book building process
Payment for the newly issued shares is to be made in cash no later than two days after a transfer note has been sent. The Company will receive SEK 189,777,624 through the Directed Issue prior to transaction costs.
Following the Directed Issue the number of shares in the Company will be 16,472,568, comprising of approximately 13.2 per cent. The Company’s share capital will increase with SEK 109,067.60 from SEK 714,560.80 to SEK 823,628.40.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Directed Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The reason for the deviation from the shareholders preferential right is that is to give the Board flexibility in its efforts to finance and facilitate an accelerated expansion and development of the Company, its market and products. The deviation from the preferential right have also allowed the Company to reach new institutional investors and thus have been able to broaden its shareholder base. The Company's shareholders are thereto given an opportunity to subscribe for shares in a preferential right issue in accordance with the below.
The Board wishes to offer the existing shareholders the opportunity to subscribe for shares in the Company at the same subscription price as set out in the Directed Issue.
Therefore, the Board has today also resolved, with authorization granted by the annual general meeting on 30 May 2016, to issue a maximum of 329,451 shares with preferential right for the existing shareholders in relation to the number of shares they hold on the record date on 28 September 2016.
For every share held on the record date the holder will receive one (1) subscription right. Fifty (50) subscription rights entitle the holder to subscribe for one (1) new share. The subscription price is set at SEK 87.00 per share, corresponding to the subscription price in the Directed issue, which means that the Rights Issue will raise a maximum of SEK 28,662,237, before transaction costs for the Rights Issue, through the issuance of a maximum of 329,451 shares. The Rights Issue will result in an increase of the share capital of not more than SEK 16,471.55. After the Rights Issue and the Directed Issue the number of shares and the share capital in Immunovia will amount to a maximum of 16,802,019 and a maximum of SEK 840,100.95 respectively.
The record date at the Central Securities Depository, Euroclear Sweden AB, for participation in the Rights Issue is 28 September 2016. This means that the shares of Immunovia will trade excluding preferential right to participate in the Rights Issue from and including 27 September 2016. The subscription period runs from and including 3 October 2016 up to and including 17 October 2016, or such later date as decided by the Board.
In the event that not all subscription rights are exercised for subscription with preferential rights the Board may resolve, within the maximum limits of the Rights Issue, on allotment of shares without preferential rights. Whereby, allotment shall primarily take place to those who have subscribed for shares with subscription rights and subscribed for additional shares. In the event of oversubscription and allotment cannot take place fully, allotment shall take place pro rata to those who have subscribed for shares with subscription rights, and, where this is not possible, through a drawing of lots, and secondarily allotment shall take place to the guarantors, if any participating, in their capacity of guarantors and in accordance with the terms and conditions for the respective participating guarantor’s subscription undertakings and guarantee commitments. Subscription of shares is not allowed for anyone that has not used a subscription right to subscribe for shares. This does, however, not apply for specified guarantors.
Subscription of shares by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of shares without the exercise of subscription rights shall be made on a separate subscription list and subscribed shares shall be paid in cash no later than two (2) banking days after the notice of allotment has been sent to the subscriber, or such later date as the Board may decide. The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
Preliminary time table for the Rights Issue
26 September 2016 Estimated date for publication of the prospectus.
28 September 2016 First day of trading in the shares without the right to participate in the Rights Issue.
29 September 2016 Record date, i.e., registered shareholders will receive subscription rights carrying the right to participate in the Rights Issue.
3 October ‑ 13 October 2016 Trading in subscription rights.
3 October ‑ 17 October 2016 Subscription period.
20 October 2016 The outcome of the Rights Issue is announced.
End of October The Rights Issue is completed and registered.
Listing on Nasdaq Stockholm
As previously communicated, Immunovia intends to apply for listing of the Company’s shares on Nasdaq Stockholm’s main market during the first half of 2017. Immunovia’s shares are today listed on Nasdaq First North.
Vator Securities AB is financial advisor to Immunovia and Baker & McKenzie Advokatbyrå KB is legal advisor to Vator Securities AB and Immunovia in connection with the Rights Issue.
For further information, contact:
Mats Grahn, CEO Immunovia AB
Phone: +46 (0)70-532 02 30
This information is information that Immunovia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08.30 CET on 15 September 2016.
Immunovia AB was founded in 2007 by investigators from the Department of Immunotechnology at Lund University and CREATE Health, the Center for Translational Cancer Research in Lund, Sweden. Immunovia’s strategy is to decipher the wealth of information in blood and translate it into clinically useful tools to diagnose complex diseases such as cancer, earlier and more accurately than previously possible. Immunovia´s core technology platform, IMMray™, is based on antibody biomarker microarray analysis. The company is now performing clinical validation studies for the commercialization of IMMray™ PanCan-d that could be the first blood based test for early diagnosis of pancreatic cancer. In the beginning of 2016, the company started a program focused on autoimmune diseases diagnosis, prognosis and therapy monitoring. The first test from this program, IMMray™ SLE-d, is a biomarker signature derived for differential diagnosis of lupus, now undergoing evaluation and validation. (Source: www.immunovia.com)
Immunovia’s shares (IMMNOV) are listed on Nasdaq First North in Stockholm and Wildeco is the company’s Certified Adviser. For more information, please visit www.immunovia.com.
This press release is not an offer or solicitation to acquire shares in Immunovia. A prospectus relating to the Rights Issue referred to in this press release will be filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available on i.e. Immunovia’s website.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Immunovia does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
For more information please contact:
Mats Grahn, CEO Immunovia AB
SE-223 81 Lund